Legal Disclaimer

Distribution of this summary to any person other than the person to whom this information was originally delivered and to such person’s advisers is unauthorized and any reproduction of these materials, in whole or in part, or the disclosure of any of the contents, without the prior consent of PrimeVest Partners, LLC in each such instance is prohibited.

Notwithstanding anything to the contrary herein, each recipient of this summary (and each employee, representative or agent of such recipient) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (i) the Fund and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) relating to such tax treatment and tax structure.

This summary is not intended to be complete, and material aspects of the descriptions contained herein may change at any time.

If you express an interest in investing in the Fund, you will be provided with an offering memorandum, partnership agreement and subscription agreement (the “Fund Documents”).

You must review the Fund Documents and risk factors disclosed in the Fund Documents prior to making a decision to invest. You should rely only on the information contained in the Fund Documents in making your decision to invest.

This summary is not intended to provide, and should not be relied upon for, accounting, legal or tax advice or investment recommendations. You should consult your tax, legal, accounting or other advisors about the matters discussed herein.
The Fund will not register as an investment company under the U.S.

Investment Company Act of 1940, as amended (the “Company Act”) in reliance upon the exclusion provided under Section 3(c)(7) thereunder, and, accordingly, the provisions of the Company Act will not be applicable to the Fund. The Fund will be a newly formed entity and has no operating history.

An investment in the Fund will be suitable only for certain sophisticated investors who have no need for immediate liquidity in their investment. Such an investment will provide limited liquidity because interests in the Fund will not be freely transferable and may be withdrawn infrequently and only under certain limited circumstances.

There will be no public or secondary market for interests in the Fund, and it is not expected that a public or secondary market will develop.
Investing in real estate and real estate-related products involves a substantial degree of risk.

There can be no assurance that the investment objectives described herein will be achieved. Investment losses may occur, and investors could lose some or all of their investment. Nothing herein is intended to imply that an investment in the Fund or the Fund’s investment strategies may be considered “conservative,” “safe,” “risk free” or “risk averse.”

No regulatory authority has passed upon or endorsed this summary or the merits of an investment in the Fund.

The summary description of a distressed real estate projects fund (the “Fund”) to be formed by PrimeVest Partners, LLC included herein, and any other materials provided to you, are intended only for discussion purposes and are not intended as an offer to buy or a solicitation of an offer to sell with respect to the purchase or sale of any security and should not be relied upon by you in evaluating the merits of investing in any securities.

These materials are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to local law or regulation.

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